Indemnification Etc. The Debtor hereby expressly indemnifies and holds the Secured Party harmless from any and all claims, causes of action, or other proceedings, and from any and all liability, loss, damage, and expense of every nature, arising by reason of the Secured Party's enforcement of its rights and remedies hereunder, or by reason of the Debtor's failure to comply with any environmental or other law or regulation. As to any action taken by the Secured Party hereunder, the Secured Party shall not be liable for any error of judgment or mistake of fact or law, absent gross negligence or willful misconduct on its part.
Indemnification Etc. The Company shall indemnify and hold harmless Executive to the fullest extent permitted by law (including advance of legal fees) for any action or inaction he takes in good faith with regard to the Company or parent or any benefit plan of either. Further, the Company shall cover Executive on its directors’ and officers’ liability insurance policies to no less extent than that which covers any other officer or director of the Company.
Indemnification Etc. 36 9.1 Survival of Representations and Warranties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36 9.2 Shareholders ' Indemnity Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36 9.3 Indemnity Agreement of VSI and the Surviving Corporation . . . . . . . . . . . . . . . . . . . . . . 38 9.4
Indemnification Etc. In the event that shares are registered pursuant to Section 4(a) or 4(b), AER, Purchaser and the Third Party Shareholders shall execute reasonable and customary underwriting, indemnification and lock-up agreements relating to such registration and shall undertake reasonable and customary registration procedures.
Indemnification Etc. Seller shall defend, indemnify and hold Buyer harmless from all loss, damage and expense sustained by Buyer and from all claims, liability and expense suffered by it by reason of any property damage, infringement of rights, personal injury or other claim or action brought by any other person, firm or corporation, that results from use of any of the goods, products or services referred to in this order, provided that Seller shall have no such responsibility with respect to liability resulting solely from Buyer's gross negligence. Seller shall be liable for the loss of or damage to Xxxxx's property while such property is in the possession of Seller. Seller shall maintain in serviceable condition, preserve and account for all failure to furnish timely written notice to it of loss of or damage to Buyer furnished property suffered in transit or prior to receipt at Seller's plant.
Indemnification Etc. The Subadviser agrees to indemnify and hold harmless the Manager, any affiliated person within the meaning of Section 2(a)(3) of the 1940 Act ("affiliated person") of the Manager and each person, if any, who, within the meaning of Section 15 of the Securities Act of 1933 (the "1933 Act"), controls ("controlling person") the Manager, against any and all losses, claims damages, liabilities or litigation (including reasonable legal and other expenses), to which the Manager or such affiliated person or controlling person may become subject under the 1933 Act, the 1940 Act, the Advisers Act, under any other statute, at common law or otherwise, arising out of Subadviser's responsibilities as portfolio manager of the Series (1) to the extent of and as a result of the willful misconduct, bad faith, or gross negligence by the Subadviser, any of the Subadviser's employees or representatives or any affiliate of or any person acting on behalf of the Subadviser, or (2) as a result of any untrue statement or alleged untrue statement of a material fact contained in a prospectus or statement of additional information covering the Series or the Trust or any amendment thereof or any supplement thereto or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement therein not misleading, if such a statement or omission was made in reliance upon written information furnished by the Subadviser to the Manager, the Trust or any affiliated person of the Manager or the Trust expressly for use in the Trust's registration statement, or upon verbal information confirmed by the Subadviser in writing expressly for use in the Trust's registration statement or (3) to the extent of, and as a result of, the failure of the Subadviser to execute, or cause to be executed, portfolio transactions according to the standards and requirements of the 1940 Act. In no case shall the Subadviser's indemnity in favor of the Manager or any affiliated person or controlling person of the Manager, or any other provision of this Agreement, be deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misconduct, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement. Except as may otherwise be provided under the 1933 Act, the 1940 Act, the Advisers Act, under any other statute,...
Indemnification Etc. The Company agrees to indemnify the Executive to the fullest extent permitted by law from and against all losses, liabilities, damages, deficiencies, demands, claims, actions, judgments or causes of action, assessments, costs or expenses (including, without limitation, interest, penalties and reasonable fees, expenses and disbursements of attorneys, experts, personnel and consultants reasonably incurred by the Executive in any action or proceeding) based upon, arising out of or otherwise in respect of the Executive's services as, and/or for activities engaged in by the Executive while the Executive is, an officer and/or employee and/or director of the Company or any affiliate thereof, including either paying or reimbursing the Executive, promptly after request, for any reasonable and documented expenses and attorney's fees and costs actually incurred by the Executive in connection with defending, or himself instituting and/or maintaining, any claim, action, suit or proceeding arising from circumstances to which the Company's above indemnification relates; PROVIDED, HOWEVER, that no such indemnification shall be paid for damages or losses incurred by the Executive that result from actions by him that Delaware law explicitly prohibits a corporation from indemnifying its directors or officers against, including, without limitation, to the extent any such damages or losses arise through the gross negligence, bad faith or misconduct of the Executive or the breach by the Executive of any of the Executive's obligations under or representations and warranties made pursuant to the Agreement. This indemnity shall survive the termination of the Agreement. The Company represents and warrants that it (i) has $30 million of director's and officer's insurance available on the date hereof, (ii) will use its reasonable commercial efforts to maintain such policy throughout the Term, and (iii) has obtained "tail" coverage under its existing director's and officer's policy covering its current directors and officers for any claims brought against them, which coverage shall extend until June 29, 2005.
Indemnification Etc. As further consideration under this Agreement, the Company shall indemnify and hold harmless the Indemnified Persons (as defined in Schedule A) in accordance with Schedule A. The terms and provisions of Schedule A are incorporated by reference herein, constitute a part hereof and shall survive any termination or expiration of this Agreement.
Indemnification Etc. The Company agrees to indemnify the Executive and hold the Executive harmless to the fullest extent 'permitted by applicable law, from and against any liabilities, damages, costs, losses or expenses (including, without limitation, reasonable attorneys' fees and expenses) incurred in connection with any claim, investigation, action, suit or other proceeding with respect to or arising out of the Executive serving as an officer or director of the Company or any of its Subsidiaries or Affiliates during the Employment Term. In that regard, the Company shall concurrently herewith enter into an indemnification agreement with the Executive substantially in the form of Exhibit A attached hereto (the "Indemnification Agreement"). Without limiting the foregoing, during the Employment Term, and for a period of six (6) years thereafter (unless the Executive's employment is terminated for Cause), the Company will maintain in full force and effect and pay the premium on directors and officers liability insurance providing coverage of not less than $5,000,000 and which covers the period of time that the Executive was an officer and director of the Company. 10.
Indemnification Etc. (a) Subject to the provisions of Section 3.5(b) hereof, the Fund shall indemnify each of its Directors and officers (including its Directors or officers who serve at the Fund's request as directors, officers, members, partners or trustees of another organization in which the Fund has any interest as a shareholder, creditor or otherwise) (hereinafter referred to as a "COVERED PERSON") against all liabilities and expenses, including but not limited to amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees reasonably incurred by any Covered Person in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or legislative body, in which such Covered Person may be or may have been involved as a party or otherwise or with which such Covered Person may be or may have been threatened, while in office or thereafter, by reason of being or having been such a Covered Person except with respect to any matter as to which such Covered Person shall have been finally adjudicated in any such action, suit or other proceeding to be liable to the Fund or its Investors by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such Covered Person's office. Expenses, including reasonable counsel fees so incurred by any such Covered Person (but excluding amounts paid in satisfaction of judgments, in compromise or as fines or penalties), shall be paid from time to time by the Fund in advance of the final disposition of any such action, suit or proceeding upon receipt of an undertaking by or on behalf of such Covered Person to repay amounts so paid to the Fund if it is ultimately determined that indemnification of such expenses is not authorized under this Section 3.4, provided, however, that either (a) such Covered Person shall have provided appropriate security for such undertaking, (b) the Fund shall be insured against losses arising from any such advance payments or (c) either a majority of the disinterested Directors acting on the matter (provided that a majority of the disinterested Directors then in office act on the matter), or independent legal counsel in a written opinion, shall have determined, based upon a review of readily available facts (as opposed to a full trial type inquiry) that there is reason to believe that such Covered Person will be found entitled to indemnific...